AGREEMENT FOR CONSULTING SERVICES
AGREEMENT made and entered into as of this 8th day of July 2003 (the
"Agreement"), by and between LIVESTAR Entertainment Group, Inc. a Nevada
Corporation (the "Company") with principal offices at 00 Xxxx 0xx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 and Xxxxxxx Xxxx with principal offices at
000 Xxxxxxxx Xxxxxx X.X. Xxxxxxxxxx, X.X. 00000 ("Consultant").
WHEREAS, the Company is in the primary business of producing live entertainment
events and the development and management of entertainment establishments,
namely nightclubs and lounges; and
WHEREAS, the Consultant is in the business of providing business advice and
business development services to companies in various business fields including
but not limited to entertainment and nightclubs, and the Company believes such
experience is in its best interest to utilize, and
WHEREAS, the Company acknowledges that the Consultant has informally been
performing such services since June 1, 2003 for the Company and the Consultant
formally desires to continue providing such services to the Company with the
specific intention and objective to use Best Efforts to add value to the
Company's business, and
WHEREAS, the Company formally desires to engage Consultant to continue to
provide such services in accordance with the terms and conditions hereinafter
set forth;
Now, therefore, the Company and Consultant agree as follows:
1. ENGAGEMENT. The Company agrees to engage Consultant and Consultant agrees to
provide entertainment and nightclub management, business advice and business
development services to the Company.
2. TERM. The term of this agreement shall commence on the date hereof and shall
continue for a period of 6 months with two renewable term of six months.
Renewable terms will only renew upon mutual written agreement.
3. SERVICES. Consultant shall render advice and assistance to the Company on
business related matters (the "Services") and in connection therewith shall:
(a) perform services for the Company regarding the research (including location
scouting), solicitation, closing and implementation of business development
systems and system partners, including but not limited to the Sequel Nightclub
Development System, ("Sequel System" )for the Company's entertainment and
nightclub division initially in the geographic area of Washington, D.C. and the
North-eastern, USA. (Sequel System is defined as the Franchising or Joint
Venture developmental expansion of the proposed Sequel Nightclub Chain)
(b) perform services for the Company regarding the, acquisition targeting,
business development and planning of the securing of and/or formation of new
partnerships and subsidiaries for the Company to develop and/or acquire
entertainment establishments, namely nightclubs, initially in the geographic
area of Detroit, Michigan and North-eastern, USA.
(c) perform services for the Company as a consultant strategist for its overall
Entertainment Establishment business initially in the geographic area of
Washington, D.C. and North-eastern, USA.
(d) attend meetings, whether in person or by phone, or video teleconference of
the Company's Board of Directors or Executive Committee(s) when so requested by
the Company;
(e) attend meetings at the request of the Company and review, analyze and report
on proposed acquisitions, development sites and business development systems;
(f) consult with the Company concerning on-going strategic corporate planning
and long term corporate development policies, including advice regarding
revisions of the Company's business plan;
(g) assist the Company in obtaining advisory assistance from other professionals
where necessary or advisable, including, but not limited to attorneys and
accountants;
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(h) consult with, advise and assist the Company in the identification and
selection of additional staff, employees and professional advisors and assist
the Company in the evaluation, redeployment and/or retention of existing
employees;
In connection with the Services to be rendered by Consultant, Consultant shall
report to the Board of Directors, President of the Company or others as directed
by the President of the Company and shall consult with those individuals on
behalf of the Company in connection with its obligations set forth above.
Consultant agrees to from time to time perform other Services, not detailed
herein, as requested by the Company that fall under the scope of Services the
Consultant is capable of performing. Consultant agrees to make himself, at the
election of the Company, available to evaluate certain proposals, that relate to
certain business undertaken by the Company, subject to the limitations of
Section 5 and 7 hereof.
4. COMPENSATION (all amounts USD).
(a) $5,000/month (total of $30,000)
o entire compensation to be paid in stock,
(b) The Company shall cause to be issued to the Consultant for entering into
this agreement and for services rendered 7,500,000 (seven and one half million)
shares of its Common Stock shall be issued pursuant to registration on Form S-8
under the Securities Act of 1933.
(c) All approved out-of-pocket expenses incurred by the Consultant in the
performance of the Services to be incurred hereunder shall be borne by the
Company and paid upon submission of appropriate documentation thereof, provided.
The Consultant has the right to convert any expenses unpaid for a period of 60
days or greater to common shares.
(d) All stock to be issued hereunder will be issued at the closing market price
of the Company's common stock on the day of this Agreement.
5. BEST EFFORTS BASIS. Subject to Section 7 Consultant agrees that he will at
all times faithfully and to the best of his experience, ability and talents
perform all the duties that may be required of it pursuant to the terms of this
Agreement.
6. COMPANY'S RIGHT TO APPROVE TRANSACTION. The Company expressly retains the
right to approve, in its sole discretion, each and every transaction introduced
by Consultant that involves the Company as a party to any agreement. Consultant
and the Company mutually agree that Consultant is not authorized to enter any
agreement on behalf of the Company.
7. NON-EXCLUSIVE SERVICES. The Company understands that Consultant is currently
providing certain advisory and business development services to other
individuals and entities and agrees that Consultant is not prevented or barred
from rendering services of the same nature or a similar nature to any other
individuals or entities. The Consultant acknowledges that such Services may from
time to time conflict with the timing of and the rendering of Consultant's
Services to the Company.
8. INFORMATION REGARDING COMPANY. Consultant represents and warrants that
through it's own due diligence it has acquired copies of the Company's financial
statements and other disclosure documents (collectively, the "Disclosure
Documents"). Consultant represents that it has read the Disclosure Documents and
has reviewed all such information with his legal, financial and investment
advisors to an extent it deemed such review necessary or appropriate. Because of
the Company's financial condition and other factors, the receipt of capital
stock of the Company as compensation under this Agreement involves a high degree
of risk, including the risks that such stock may substantially decrease in value
or have no value. The Consultant acknowledges and accepts that risk. As a
result, Consultant is cognizant of the financial condition and operations of the
Company, has available full information concerning its affairs and has been able
to evaluate the merits and risks of being compensated in common stock of the
Company. Consultant represents and warrants to the Company that it has had
access to all information necessary to verify the accuracy of the information in
the Disclosure Documents.
9. CONSULTANT NOT AN AGENT OR EMPLOYEE. Consultant's obligations under this
Agreement consist solely of the services described herein. In no event shall
Consultant be considered to be acting as an employee or agent of the Company or
otherwise representing or binding the Company. For the purposes of the
Agreement, Consultant is an independent contractor. All final decisions with
respect to acts of the Company or its affiliates, whether or not made pursuant
to or in reliance on information or advice furnished by Consultant hereunder,
shall be those of the Company or such affiliates and Consultant shall, under no
circumstances, be liable for any expenses incurred or losses suffered by the
Company as a consequence of such actions. Consultant agrees that all of his work
product relating to the Services to be rendered pursuant to this agreement shall
become the exclusive property of the Company.
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10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to Consultant, each such representation and warranty being deemed to be
material, that:
(a) The Company will cooperate fully and timely with Consultant to enable
Consultant to perform his obligations under this Agreement;
(b)The Board of Directors of the Company in accordance with applicable law has
duly authorized the execution and performance of this agreement by the Company;
(c) Because Consultant will rely upon information being supplied it by the
Company, all such information shall be true, accurate, complete and not
misleading, in all material respects;
(d) The Shares, when issued, will be duly and validly issued, fully paid and
non-assessable with no personal liability to the ownership thereof;
(e) The Company will act diligently and promptly in reviewing materials
submitted to it by Consultant to enhance timely distribution of such materials
and will inform Consultant of any inaccuracies contained therein prior to
dissemination;
11. REPRESENTATIONS AND WARRANTIES OF CONSULTANT. By virtue of the execution
hereof, and in order to induce the Company to enter into this Agreement,
Consultant hereby represents and warrants to the Company as follows:
(a) He has full power and authority to enter into this Agreement, to enter into
a consulting relationship with the Company and to otherwise perform this
Agreement in the time and manner contemplated;
(b) He has the requisite skill and experience to perform the services and to
carry out and fulfill his duties and obligations hereunder;
12. LIABILITY OF CONSULTANT. In furnishing the Company with management advice
and other services as herein provided, Consultant shall not be liable to the
Company or its creditors for errors of judgment or for anything except
malfeasance or gross negligence in the performance of his duties or reckless
disregard of the obligations and duties under the terms of this Agreement. It is
further understood and agreed that Consultant may rely upon information
furnished to it reasonably believed to be accurate and reliable and that, except
as set forth herein in the first paragraph of this Section 12, Consultant shall
not be accountable for any loss suffered by the Company by reason of the
Company's action or non-action on the basis of any advice, recommendation or
approval of Consultant.
The parties further acknowledge that Consultant undertakes no responsibility for
the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
13. CONFIDENTIALITY. Until such time as the same may become publicly known,
Consultant agrees that any information provided it by the Company, of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement, and upon completion of the term of
this Agreement and upon the written request of the Company, any original
documentation provided by the Company will be returned to it. Consultant will,
where it deems necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with confidential
material. Consultant also agrees to execute any non disclosure or
confidentiality agreements required by the Company.
14. NOTICE. All notices, requests, demands and other communications provided for
by this Agreement shall, where practical, be in writing and shall be deemed to
have been given when mailed enclosed in a certified post-paid envelope and
addressed to the address of the respective party first above stated. Any notice
of change of address shall only be effective however, when received.
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15. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors, and assigns, including, without
limitation, any corporation which may acquire all or substantially all of the
Company's assets and business or into which the Company may be consolidated or
merged and Consultant and his heirs and administrators.
Consultant agrees that it will not sell, assign, transfer, convey, pledge or
encumber this Agreement or his right, title or interest herein, without the
prior written consent of the Company, this Agreement being intended to secure
the personal services of Consultant.
16. TERMINATION. Consultant agrees that the Company may terminate this Agreement
at any time during the Term by providing 60 days written notice of termination
to Consultant. The Company agrees that the Consultant may terminate this
Agreement after the first four months of the Term by providing the Company with
60 days written notice. Any notice of termination shall only be effective
however, when received. The Consultant and Company agree that, due the level of
Compensation that may be delivered to Consultant as prepaid retainer
Compensation, during the first six months of the Term neither party will
terminate the Agreement within the first six months of the Term without cause.
"Cause" is herein defined as acts by either party that would be detrimental to
the business or reputation of the other party, including but not limited to
illegal acts and/or the wilful refusal without proper cause to perform Material
duties under the Agreement. If Cause is cited by either party the other party
shall have 30 days after the receipt of written notice to rectify the breach as
defined in the termination notice submitted by the other party.
17. APPLICABLE LAW. This Agreement shall be deemed to be a contract made under
the laws of the State of Nevada, and for all purposes shall be construed in
accordance with the laws of said State.
18. OTHER AGREEMENTS. This Agreement supersedes all prior understandings and
agreements between the parties. This Agreement may not be amended orally, but
only by writing signed by the parties hereto and attached as an addendum.
19. NON-WAIVER. No delay or failure by either party in exercising any right
under this Agreement, and no partial or single exercise of that right shall
constitutes a waiver of that or any other right.
20. HEADING. Headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
21. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shaI1 be deemed an original but all of which together shall
constitute one and the same instrument.
22. FACSIMILE TRANSMISSION SIGNATURES. A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.
23. MISC. All references to the masculine and feminine genders shall include the
other genders, the singular shall include the plural, and the plural shall
include the singular.
In Witness Whereof, the parties hereto have executed this Agreement the day and
year first above written.
LIVESTAR ENTERTAINMENT GROUP, INC. XXXXXXX XXXX
By:/s/ Xxx Xxxxxxx By: /s/ Xxxxxxx Xxxx
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Xxx Xxxxxxx, President Xxxxxxx Xxxx
